The proportion of individuals in the United States who are living into old age had risen dramatically in the past several decades and is expected to continue its upward climb. With this has come a growing interest in identifying ways to help aging adults maintain their health, functional independence, and overall quality of life. The primary goal of this proposal is to evaluate a randomized controlled clinical trial of an intervention designed to improve emotional well-being, increase health behaviors, and enhance problem-solving skills. This intervention will provide skills training in two determinants of successful aging: problem solving and physical exercise. Two hundred forty-eight community-residing adults over age 75 will be randomly assigned to one of four treatment conditions in a two-by-two factorial design: Problem-solving (PS) only, Exercise (EX) only, PS+EX, and Usual Care Control (UCC). Subjects will be recruited from a cohort of older adults who are members of a community-based HMO on whom extensive data are already available. Primary outcome measures include the Geriatric Depression Scale (for assessing depression and emotional well-being), the SF-36 (for assessing health and function), and the Everyday Problem-Solving Test (for assessing problem-solving skills). Secondary outcome measures will assess depression and emotional well-being, physical health, cost of care, and mortality. Outcome measures will be collected at the time of enrollment into the study (baseline), at 3 months (post-treatment), and four times over the course of the 2-year follow-up. It is hypothesized that the PS and EX conditions will be effective in improving emotional well-being and physical health. PS will be effective in improving problem-solving; and the combination of PS+EX will be more effective than the individual interventions in improving all areas. It is also hypothesized that these effects will be maintained over 2 years, and that subjects in PS, EX, and PS+EX will improve on measures of disability and independence, health utilization and cost.